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As filed with the Securities and Exchange Commission on December 12, 2007

Registration No. 333-145569

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 5

FORM S-1

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

Orion Energy Systems, Inc.

(Exact name of registrant as specified in its charter)


Wisconsin	39-1847269	3646
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)	(Primary Standard Industrial Classification Code Number)

1204 Pilgrim Road

Plymouth, WI 53073

(920) 892-9340

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Neal R. Verfuerth

President and Chief Executive Officer

Orion Energy Systems, Inc.

1204 Pilgrim Road

Plymouth, WI 53073

Tel: (920) 892-9340

Fax: (920) 892-4274

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Steven R. Barth, Esq. Carl R. Kugler, Esq. Foley & Lardner LLP 777 East Wisconsin Avenue Milwaukee, Wisconsin 53202 Tel: (414) 271-2400 Fax: (414) 297-4900		Daniel J. Waibel Chief Financial Officer and Treasurer Eric von Estorff, Esq. Vice President, General Counsel and Secretary Orion Energy Systems, Inc. 1204 Pilgrim Road Plymouth, Wisconsin 53073 Tel: (920) 892-9340 Fax: (920) 892-4274		Kirk A. Davenport II, Esq. Latham & Watkins LLP 885 Third Avenue New York, NY 10022-4834 Tel: (212) 906-1200 Fax: (212) 751-4864

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) of the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Title of each Class of

Amount of Shares

Offering

Aggregate

Amount of

Securities to be Registered

to be Registered(1)

Price Per Share(1)

offering price(1)

Registration Fee(2)

Common stock, no par value

8,846,154

14.00

123,846,156

3,803


(1)		Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Includes shares of common stock issuable upon the exercise of the underwriters’ over-allotment option.


(2)		Registration fee previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 12, 2007

7,692,308 Shares

Common Stock

Orion Energy Systems, Inc. is selling 5,695,246 shares of common stock and the selling shareholders identified in this prospectus are selling an additional 1,997,062 shares. We will not receive any of the proceeds from the sale of the shares by the selling shareholders. We have granted the underwriters a 30-day option to purchase up to an additional 1,153,846 shares from us to cover over-allotments, if any.

This is an initial public offering of our common stock. We currently expect the initial public offering price to be between $12.00 and $14.00 per share. We have applied to list our common stock on the Nasdaq Global Market under the symbol “OESX.”

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 9.


	Per Share		Total

Public offering price		$	$
Underwriting discount		$	$
Proceeds, before expenses, to us		$	$
Proceeds, before expenses, to the selling shareholders		$	$

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Thomas Weisel Partners LLC

Canaccord Adams

Pacific Growth Equities, LLC

The date of this prospectus is , 2007.

Orion Energy Systems designs, manufactures and implements energy management systems consisting primarily of high-performance, energy efficient lighting systems, controls management systems gy savings and deliver ener our commercial and industrial customers without compromising their quantity or quality of light. We have sold and installed our systems in over 2,100 since December 1, 2001, including for 78 Fortune Crate&Barrel A. Duie Pyle Inc., Advance Auto Parts, very Dennison, Ball, Bemis Manufacturing Company, Americold Logistics, Anheuser-Busch, A own Printing Big 5 Company, Brunswick, Cabela#fs Inc., Cessna Aircraft, Sporting Goods, Big Lots, Br Chrysler, Dana, Ecolab, Fastenal, Gannett, Gap Inc., General Electric, General Mills, General Motors, Green Bay Packaging, Kimberly-Clark, Williams, Shiloh Industries, Smurfit-Stone, Stora Enso, SuperValu, Sysco Food Services, Technicolor, Toyota, Trane, True Value, United Stationers,

TABLE OF CONTENTS


Prospectus Summary			1
Risk Factors			9
Cautionary Note Regarding Forward-Looking Statements			22
Industry and Market Data and Forecasts			23
Use of Proceeds			24
Dividend Policy			24
Capitalization			25
Dilution			26
Selected Historical Consolidated Financial Data			28
Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
Business			56
Management			66
Executive Compensation			70
Principal and Selling Shareholders			97
Related Party Transactions			105
Description of Capital Stock			109
Shares Eligible for Future Sale			116
Material United States Federal Income Tax Considerations for Non-United States Holders of Our Common Stock			119
Underwriting			123
Legal Matters			127
Experts			127
Where You Can Find More Information			127
Index to Consolidated Financial Statements			F-1
Form of Underwriting Agreement
Consent of Grant Thornton LLP
Consent of Wipfli LLP

You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. This document may only be used where it is legal to sell these securities. The information in this document may only be accurate as of the date of this document.

Dealer Prospectus Delivery Obligation

Until , (25 days after the commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to their unsold allotments or subscriptions.

PROSPECTUS SUMMARY

This summary highlights information about our company and the offering contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and financial statements included elsewhere in this prospectus. You should read this entire prospectus carefully, including “Risk Factors” and our financial statements and related notes included elsewhere in this prospectus before making an investment decision. In this prospectus, unless otherwise specified or the context otherwise requires, the terms “Orion,” “we,” “us,” “our,” “our company,” or “ours,” refer to Orion Energy Systems, Inc. and its consolidated subsidiaries.

Our Business

We design, manufacture and implement energy management systems consisting primarily of high-performance, energy efficient lighting systems, controls and related services. Our energy management systems deliver energy savings and efficiency gains to our commercial and industrial customers without compromising their quantity or quality of light. The core of our energy management system is our high intensity fluorescent, or HIF, lighting system that we estimate cuts our customers’ lighting-related electricity costs by approximately 50%, while increasing their quantity of light by approximately 50% and improving lighting quality, when replacing high intensity discharge, or HID, fixtures. We have sold and installed our high-performance HIF lighting systems in over 2,100 facilities across North America, representing over 489 million square feet of commercial and industrial building space, including for 78 Fortune 500 companies, such as Coca-Cola Enterprises Inc., General Electric Co., Kraft Foods Inc., Newell Rubbermaid Inc., OfficeMax, Inc., SYSCO Corp., and Toyota Motor Corp.

Our energy management system is comprised of: our HIF lighting system; our InteLite intelligent lighting controls; our Apollo Light Pipe, which collects and focuses daylight and consumes no electricity; and integrated energy management services. We believe that the implementation of our complete energy management system enables our customers to further reduce electricity costs, while permanently reducing base and peak load electricity demand.

Our annual total revenue has increased from $12.4 million in fiscal 2004 to $48.2 million in fiscal 2007. For the six months ended September 30, 2007, we recognized total revenue of $35.1 million, compared to $20.3 million for the six months ended September 30, 2006. We estimate that the use of our HIF fixtures has resulted in cumulative electricity cost savings for our customers of approximately $265 million and has reduced base and peak load electricity demand by approximately 278 megawatts, or MW, through September 30, 2007. We estimate that this reduced electricity consumption has reduced associated indirect carbon dioxide emissions by approximately 3.4 million tons over the same period.

For a description of the assumptions behind our calculations of customer kilowatt demand reduction, customer kilowatt hours and electricity costs saved and reductions in indirect carbon dioxide emissions associated with our products used throughout this prospectus, see notes (6) through (11) under “— Summary Historical Consolidated and Pro Forma Financial Data and Other Information.”

Our Market Opportunity

Our market opportunity is created by growing electricity capacity shortages, underinvestment in transmission and distribution, or T&D, infrastructure, high electricity costs and the high financial and environmental costs associated with adding generation capacity and upgrading the T&D infrastructure.

According to the Department of Energy, or DOE, lighting accounts for 22% of electric power consumption in the United States, with commercial and industrial lighting accounting for 65% of that amount. Based on this information, we estimate that the United States commercial and industrial sectors spent approximately $42 billion on electricity for lighting in 2005. Commercial and industrial facilities in the United States employ a variety of lighting technologies, including HID, traditional fluorescent and incandescent lighting fixtures. Our HIF lighting systems typically replace HID fixtures, which operate inefficiently due to higher wattages and operating temperatures. The Energy Information Administration, or EIA, estimates that as of 2003 there were 455,000 buildings in the United States representing 20.6 billion square feet that utilized HID fixtures.

Our Solution

50/50 Value Proposition. We estimate our HIF lighting systems generally reduce lighting-related electricity costs by approximately 50% compared to HID fixtures, while increasing the quantity of light by approximately 50% and improving lighting quality.

Rapid Payback Period. In most retrofit projects where we replace HID fixtures, our customers typically realize a two to three year payback period on our HIF lighting systems without considering utility incentives or government subsidies.

Comprehensive Energy Management Systems. In addition to our HIF lighting systems, our energy management system includes our InteLite intelligent lighting controls and our Apollo Light Pipe, which collects and focuses daylight without consuming electricity. We believe that implementation of our complete energy management system enables our customers to realize even further reduced electricity costs while permanently reducing base and peak load electricity demand.

Easy Installation, Implementation and Maintenance. Our HIF fixtures are designed with a lightweight construction and modular architecture that allows for fast and easy installation, facilitates maintenance and allows for easy integration of other components of our energy management system.

Base and Peak Load Relief for Utilities. Our energy management systems can substantially reduce electricity demand during peak and off-peak periods, which can reduce the need for utilities to invest in additional capacity, reduce the impact of peak demand periods on the electrical grid, and better enable utilities to provide reliable electric power to their customers.

Environmental Benefits. We estimate that the use of our HIF fixtures has reduced indirect carbon dioxide emissions by 3.4 million tons through September 30, 2007 by permanently reducing our customers’ electricity consumption.

Our Competitive Strengths

Compelling Value Proposition. We believe our ability to deliver improved lighting quality while reducing electricity costs differentiates our value proposition from other demand management solutions which require end users to alter the time, manner or duration of their electricity use to achieve cost savings.

Large and Growing Customer Base. We have installed our products in over 2,100 commercial and industrial facilities across North America. As of September 30, 2007, we have completed or are in the process of completing retrofits in over 400 facilities for our 78 Fortune 500 customers, which we believe is a significant endorsement of our value proposition.

Systematized Sales Process. We primarily sell directly to our end user customers using a systematized multi-step sales process that focuses on our value proposition. We have also developed relationships with numerous electrical contractors, who often have significant influence over the choice of lighting solutions that their customers adopt.

Innovative Technology. We have developed a portfolio of 16 United States patents primarily covering elements of our HIF lighting systems and nine patents pending primarily covering elements of our InteLite controls and our Apollo Light Pipe.

Strong, Experienced Leadership Team. Our senior executive management team of seven individuals has a combined 40 years of experience with our company and a combined 77 years of experience in the lighting and energy management industries.

Efficient, Scalable Manufacturing Process. We have made significant investments in production efficiencies, automated processes and modern production equipment to increase our production capacity, reduce our cost of revenue, better control production quality and allow us to respond timely to customer needs.

Our Growth Strategies

Leverage Existing Customer Base. We are expanding our customer relationships from single-site facility implementations of our HIF lighting systems to comprehensive enterprise-wide roll-outs of our complete energy management systems for our existing customers.

Target Additional Customers. We are expanding our customer base by executing our systematized sales process, increasing our direct sales force, expanding our marketing efforts and developing relationships with electrical contractors, value-added resellers and their customers.

Provide Load Relief to Utilities and Grid Operators. As we increase our market penetration, we believe our systems will, in the aggregate, have a significant impact on reducing base and peak load electricity demand. We therefore intend to market our energy management systems directly to utilities and grid operators as a lower-cost, permanent alternative to capacity expansion to help them provide reliable electric power to their customers in a cost-effective and environmentally-friendly manner.

Continue to Improve Operational Efficiencies. We are focused on continually improving the efficiency of our operations by reducing our costs of materials, components, manufacturing and installation, as well as gaining additional leverage from our systematized multi-step sales process, in order to enhance the profitability of our business and allow us to continue to deliver our compelling value proposition.

Develop New Sources of Revenue. In addition to our recently introduced InteLite and Apollo Light Pipe products, we are continuing to develop new energy management products and services that can be utilized in connection with our current energy management systems.

Recent Developments

On August 3, 2007, we issued $10.6 million of 6% convertible subordinated notes (which we refer to as the Convertible Notes), to an indirect affiliate of GE Energy Financial Services, Inc. (which we refer to as GEEFS), Clean Technology Fund II, LP (which we refer to as Clean Technology) and affiliates of Capvest Venture Fund, LP (which we refer to as Capvest). The Convertible Notes will convert automatically upon closing of this offering into 2,360,802 shares of our common stock. See “Description of Capital Stock” and “Principal and Selling Shareholders.”

Risk Factors

The following risks, as well as the other risks described in “Risk Factors,” should be carefully considered before purchasing any of our shares in this offering:


	•	we have a limited operating history, have previously incurred net operating losses, and only recently achieved profitability;

	•	some of our competitors are larger, have long-standing customer relationships at existing commercial and industrial facilities, and have greater resources than we have;

	•	we are dependent on the skills, experience and efforts of our senior management;

	•	our success depends on market acceptance of our energy management products and services;

	•	our component parts and raw materials are subject to price fluctuations, potential shortages and interruptions of supply;

	•	we are dependent upon our intellectual property, and our inability to protect our intellectual property or enforce our rights could negatively affect our business and results of operations;

	•	if the price of electricity decreases, there may be less demand for our energy management products and services;

	•	we may fail to maintain adequate internal control over financial reporting; and

	•	our common stock has never traded publicly, and the market price of our common stock may fluctuate significantly.

Our Corporate Information

We were incorporated as a Wisconsin corporation in April 1996. Our headquarters are located at 1204 Pilgrim Road, Plymouth, Wisconsin 53073, and our telephone number is (920) 892-9340. Our approximately 266,000 square foot manufacturing facility is located in Manitowoc, Wisconsin. Our website is www.oriones.com. Information on, or accessible through, this website is not a part of, and is not incorporated into, this prospectus.

THE OFFERING


Issuer		Orion Energy Systems, Inc.

Common stock offered by us		5,695,246 shares (6,849,092 shares if the underwriters’ over-allotment option is exercised in full)

Common stock offered by the selling shareholders		1,997,062 shares

Common stock to be outstanding after the offering		25,399,265 shares (26,553,111 shares if the underwriters’ over-allotment option is exercised in full)

Use of proceeds		We estimate that the net proceeds to us from this offering will be approximately $64.9 million (or approximately $78.8 million if the underwriters’ over-allotment option is exercised in full), assuming an initial public offering price of $13.00 per share, the midpoint of the range set forth on the cover page of this prospectus. The principal purposes of this offering are to generate funds for working capital and general corporate purposes, including to fund potential future acquisitions, and to create a public market for our common stock. We will not receive any proceeds from the sale of shares by the selling shareholders. See “Use of Proceeds.”

Dividend policy		We currently do not intend to pay any cash dividends on our common stock.

Directed share program		The underwriters intend to reserve up to 384,615 shares for sale at the initial public offering price to shareholders, employees, officers, directors and certain other persons associated with us who have expressed an interest in purchasing our common stock in this offering. See “Underwriting.”

Risk factors		You should carefully read and consider the information set forth under “Risk Factors,” together with all of the other information set forth in this prospectus, before deciding to invest in shares of our common stock.

Listing and trading symbol		We have applied to list our common stock on the Nasdaq Global Market under the symbol “OESX.”

The number of shares of our common stock that will be outstanding after this offering includes 12,535,205 shares of common stock outstanding as of October 31, 2007. Unless otherwise indicated, all information in this prospectus, including the number of shares that will be outstanding after this offering and other share — related information:


	•	reflects the automatic conversion upon closing of this offering of all of our outstanding shares of Series B preferred stock on a one-for-one basis into 2,989,830 shares of common stock;

	•	reflects the automatic conversion upon closing of this offering of all of our outstanding shares of Series C preferred stock on a one-for-one basis into 1,818,182 shares of common stock;

	•	reflects the automatic conversion upon closing of this offering of the Convertible Notes into 2,360,802 shares of common stock;


	•	excludes 716,822 shares of common stock issuable upon the exercise of warrants outstanding as of October 31, 2007 with a weighted average exercise price of $2.24 per share;

	•	excludes 4,554,687 shares of common stock issuable upon the exercise of options outstanding as of October 31, 2007 with a weighted average exercise price of $1.89 per share;

	•	excludes 396,490 shares of common stock reserved for future issuance as of October 31, 2007 under our stock option plans;

	•	assumes an initial public offering price of $13.00 per share, the midpoint of the range set forth on the cover page of this prospectus; and

	•	assumes no exercise of the underwriters’ option to purchase from us up to 1,153,846 additional shares to cover over-allotments.

SUMMARY HISTORICAL CONSOLIDATED AND PRO FORMA FINANCIAL DATA
AND OTHER INFORMATION

The following tables set forth our summary historical consolidated and pro forma financial data and other information for the periods indicated. We prepared the summary historical consolidated financial data using our consolidated financial statements for each of the periods presented. The summary historical consolidated financial data for each fiscal year in the three-year period ended March 31, 2007 were derived from our audited consolidated financial statements appearing elsewhere in this prospectus, and the summary consolidated historical financial data for the six months ended September 30, 2006 and September 30, 2007 were derived from our unaudited consolidated financial statements appearing elsewhere in this prospectus. The unaudited consolidated financial statements include all adjustments which, in our opinion, are necessary for a fair presentation of our financial position and results of operations for these periods. You should read this financial data in conjunction with our audited and unaudited consolidated financial statements and related notes included elsewhere in this prospectus. See “Selected Historical Consolidated Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The summary historical consolidated financial data are not necessarily indicative of future results.

The summary unaudited pro forma financial data are presented for informational purposes only and do not represent what our financial condition would have been had the transactions described actually occurred on the dates indicated.


										Six Months
	Fiscal Year Ended March 31,									Ended September 30,
	2005			2006			2007			2006			2007
										(Unaudited)
	(in thousands, except per share data)

Consolidated statements of operations data:
Product revenue	$	19,628		$	29,993		$	40,201		$	17,444		$	28,752
Service revenue		2,155			3,287			7,982			2,867			6,374

Total revenue		21,783			33,280			48,183			20,311			35,126
Cost of product revenue(1)		12,099			20,225			26,511			11,422			18,821
Cost of service revenue		1,944			2,299			5,976			2,211			4,381

Total cost of revenue		14,043			22,524			32,487			13,633			23,202

Gross profit		7,740			10,756			15,696			6,678			11,924
Operating expenses(1)		9,090			12,037			13,699			6,171			8,407

Income (loss) from operations		(1,350	)		(1,281	)		1,997			507			3,517
Other income (expense)		(567	)		(1,046	)		(843	)		(501	)		(430	)

Income (loss) before income tax and cumulative effect of change in accounting principle		(1,917	)		(2,327	)		1,154			6			3,087
Income tax expense (benefit)		(702	)		(762	)		225			1			1,286

Income (loss) before cumulative change in accounting principle		(1,215	)		(1,565	)		929			5			1,801
Cumulative effect of change in accounting principle, net		(57	)		—			—			—			—

Net income (loss)		(1,272	)		(1,565	)		929			5			1,801
Accretion of redeemable preferred stock and preferred stock dividends(2)		(104	)		(3	)		(201	)		(46	)		(150	)
Conversion of preferred stock(3)		(972	)		—			(83	)		—			—
Participation rights of preferred stock in undistributed earnings(4)		—			—			(205	)		—			(511	)

Net income (loss) attributable to common shareholders	$	(2,348	)	$	(1,568	)	$	440		$	(41	)	$	1,140

Six Months

Fiscal Year Ended March 31,

Ended September 30,

2005

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